COMMONWEALTH OF MASSACHUSETTS OFFICE OF CONSUMER AFFAIRS AND BUSINESS REGULATION

DEPARTMENT OF TELECOMMUNICATIONS & ENERGY Cable Television Division

______) In the matter of: ) ) MediaOne of Massachusetts, Inc., ) AT&T Corp., and ) Docket No. CTV 02-14 AT&T Comcast Corporation ) ) Appellants ) ) v. ) Date Issued: February 11, 2003 ) Board of Selectmen of the ) Town of Lakeville ) ) Appellee ) ______)

ORDER TO SHOW CAUSE

On November 21, 2002, the Cable Television Division (“Cable Division”) of the

Department of Telecommunications and Energy issued an Order finding that the Board of

Selectmen of the Town of Lakeville (“Lakeville”) unreasonably withheld consent to an application for change of control of the Cable Television Renewal License (“License”) from

AT&T Corp. to Comcast Corporation.1 MediaOne of Massachusetts, Inc., et al. v. Board of

Selectmen of the Town of Lakeville, CTV 02-14 (Order on Motions for Summary Decision)

(Nov. 21, 2002). The Cable Division ordered that Lakeville grant consent to the License

1 Upon consummating the merger between AT&T Broadband and Comcast Corporation, the newly created entity was named Comcast Corporation rather than AT&T Comcast Corporation as originally planned. The name change does not affect the ultimate control of the license at issue. CTV 02-14, Order to Show Cause Page 2 February 11, 2003 transfer application. Id. As of the date of this Order, Lakeville has not complied with the

Cable Division’s Order.2

Massachusetts law establishes that the Cable Division has jurisdiction to hear appeals from cable operators who are aggrieved by an issuing authority’s decision to withhold consent to a license transfer application. G.L. c. 166A, § 14. After appropriate review, the Cable

Division shall approve or disapprove of the action taken by the issuing authority, and if the

Cable Division disapproves, shall order the issuing authority to conform with the decision. Id.

Section 14 also provides a mechanism by which the Cable Division is able to take action to enforce decisions with respect to licensing issues when issuing authorities fail to comply with lawful orders. Id. Specifically, “if the issuing authority fails to ... perform any other disciplinary act when lawfully ordered so to do by the [Cable] Division upon appeal or otherwise, within such reasonable time as it may prescribe, the [Cable] Division may itself ... perform such act, with the same force and effect as if issued or performed by the issuing authority.” Id.

Therefore, the Cable Division directs Lakeville to show cause as to why it has not complied with the Cable Division’s Order and granted approval to the License transfer application. If Lakeville fails to show cause within ten days, the Cable Division will approve the License transfer application, and as such transfer control of the License from AT&T Corp. to Comcast Corporation.

2 The period for appealing the Cable Division’s decision has also expired. See G.L. c. 166A, § 2, as most recently amended by St. 1997, c. 164, § 273. CTV 02-14, Order to Show Cause Page 3 February 11, 2003

Accordingly, it is hereby:

ORDERED: No later than Friday, February 21, 2003, Lakeville must show cause as to why it has not yet complied with the Cable Division’s lawful decision and granted the License transfer application.

By Order of the Department of Telecommunications and Energy Cable Television Division

/s/ Alicia C. Matthews Alicia C. Matthews Director